SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. ____)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X ] Preliminary Proxy Statement [ ] Confidential, for Use of
the Commission Only (as
permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
RUDDICK CORPORATION
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
RUDDICK CORPORATION
------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
RUDDICK CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
FEBRUARY 18, 1999
To our Shareholders:
The Annual Meeting of the Shareholders of Ruddick
Corporation will be held in the Auditorium, 12th Floor, Two First
Union Center, Third and College Streets, Charlotte, North
Carolina, on Thursday, February 18, 1999, at 10:00 A.M., local
time, for the following purposes:
1. To increase the size of the Board of Directors
from eleven to twelve directors;
2. To elect three directors of the Company for
three-year terms; and
3. To transact such other business as may properly
come before the Annual Meeting or any adjournment
or adjournments thereof.
Pursuant to the provisions of the North Carolina Business
Corporation Act, December 11, 1998 has been fixed as the record
date for the determination of shareholders entitled to notice of
and to vote at the Annual Meeting, and accordingly, only holders
of the Company's Common Stock of record at the close of business
on that date will be entitled to notice of and to vote at the
Annual Meeting and any adjournments thereof.
You are cordially invited to attend the Annual Meeting. In
the event you will be unable to attend, please sign, date and
return the accompanying proxy promptly so that your shares may be
represented and voted at the Annual Meeting. A return envelope
is enclosed for your convenience.
By Order of the Board of Directors.
Suzanne H. McBrayer
SECRETARY
December __, 1998
RUDDICK CORPORATION
----------------
PROXY STATEMENT
----------------
Annual Meeting of Shareholders
to be held on
February 18, 1999
The following statement, first mailed or delivered to
shareholders on or about December ___, 1998, is furnished in
connection with the solicitation by the Board of Directors of
Ruddick Corporation (herein called the "Company") of proxies to
be used at the Annual Meeting of Shareholders of the Company (the
"Annual Meeting") to be held on Thursday, February 18, 1999, at
10:00 A.M., local time, in the Auditorium, 12th Floor, Two First
Union Center, Third and College Streets, Charlotte, North
Carolina, and at any adjournment or adjournments thereof. The
principal executive offices of the Company are located at 1800
Two First Union Center, Charlotte, North Carolina 28282.
The accompanying form of proxy is for use at the Annual
Meeting if a shareholder will be unable to attend in person. The
proxy may be revoked in writing by the person giving it at any
time before it is exercised either by notice to the Corporate
Secretary or by submitting a proxy having a later date, or it may
be revoked by such person by appearing at the Annual Meeting and
electing to vote in person. All shares represented by valid
proxies received pursuant to this solicitation, and not revoked
before they are exercised, will be voted in the manner specified
therein. Where specifications are not made, proxies will be
voted (i) in favor of increasing the size of the Board of
Directors from eleven to twelve directors, (ii) in favor of
electing as directors of the Company the three persons named in
this Proxy Statement, each to serve until the third annual
meeting of shareholders following his election, and (iii) in the
discretion of the proxy holders on any other matters presented at
the Annual Meeting.
The entire cost of soliciting these proxies will be borne by
the Company. In addition to the original solicitation of the
proxies by mail, the Company may request banks, brokers and other
record holders to send proxies and proxy materials to the
beneficial owners of the Company's Common Stock (the "Common
Stock") and secure their voting instructions and will reimburse
them for their reasonable expense in so doing. If necessary, the
Company may also use one or more of its regular employees, who
will not be specially compensated, to solicit proxies from the
shareholders, either in person, by telephone or by special
letter.
Pursuant to the provisions of the North Carolina Business
Corporation Act, December 11, 1998 has been fixed as the record
date for the determination of shareholders entitled to notice of
and to vote at the Annual Meeting. Accordingly, only holders of
the Common Stock of record at the close of business on that date
will be entitled to notice of and to vote at the Annual Meeting.
On the record date, there were __________ shares of Common Stock
outstanding and entitled to vote at the Annual Meeting. Each
share is entitled to one vote on each matter expected to be
presented at the Annual Meeting, including the election of
directors.
PRINCIPAL SHAREHOLDERS
The following persons are known to the Company to be, as of
October 31, 1998, the beneficial owners of more than five percent
of the Common Stock. The nature of beneficial ownership of the
shares included is presented in the notes following the table.
NUMBER OF SHARES
BENEFICIALLY PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED(1) OF CLASS
- ------------------------------------ --------------- --------
SunTrust Banks, Inc................. 11,516,386 24.7%
Trustee of the Ruddick Employee
Stock Ownership Plan(2)
Post Office Box 4655
Atlanta, Georgia 30302
Alan T. Dickson(3).................. 3,779,355 8.1
1800 Two First Union Center
Charlotte, North Carolina 28282
R. Stuart Dickson(4)................ 2,939,524 6.3
1800 Two First Union Center
Charlotte, North Carolina 28282
_________________
(1) "Beneficial Ownership," for purposes of the table, is
determined according to the meaning of applicable
securities regulations and based on a review of reports
filed with the Securities and Exchange Commission
pursuant to Section 13(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), as of
such date.
(2) SunTrust Banks, Inc. has sole investment power with
respect to the number of shares indicated except under
limited circumstances. SunTrust Banks, Inc. votes
shares held by the Ruddick Employee Stock Ownership
Plan (the "ESOP") that have been allocated to
individual accounts in accordance with the
participants' instructions, does not vote allocated
shares as to which no instructions are received and
votes the unallocated shares in its sole discretion.
(3) The amount shown includes 1,572,569 shares of Common
Stock owned of record and beneficially by Alan T.
Dickson or by certain trusts of which he is a trustee
and beneficiary, as to which he has sole voting and
investment power; 83,146 shares of Common Stock
allocated to his ESOP account, as to which he has sole
voting power but no investment power except under
limited circumstances; 1,966,914 shares of Common Stock
owned of record and beneficially by The Dickson
Foundation, Inc., a charitable foundation, as to which
he shares voting and investment power and which are
also included in the table as being beneficially owned
by R. Stuart Dickson; 68,430 shares of Common Stock
held as trustee for his niece, as to which he has sole
voting and investment power; and 88,296 shares of
Common Stock held in an estate of which he is sole
executor and a beneficiary.
(4) The amount shown includes 861,482 shares of Common
Stock owned of record and beneficially by R. Stuart
Dickson, as to which he has sole voting and investment
power; 83,968 shares of Common Stock allocated to his
ESOP account, as to which he has sole voting power but
no investment power except under limited circumstances;
1,966,914 shares of Common Stock owned of record and
beneficially by The Dickson Foundation, Inc., a
charitable foundation, as to which he shares voting and
investment power and which are also included in the
table as being beneficially owned by Alan T. Dickson;
and 27,160 shares of Common Stock owned of record and
beneficially by his spouse, as to which she has sole
voting and investment power and as to which he
disclaims beneficial ownership.
INCREASE THE SIZE OF THE BOARD OF DIRECTORS
The Company's Bylaws provide that the Board of Directors of
the Company shall consist of not fewer than nine nor more than
thirteen members, which number shall be fixed and determined from
time to time by resolution of the shareholders. The Bylaws
further provide that the directors shall be divided into three
classes having staggered three-year terms, so that the terms of
approximately one-third of the directors will expire each year,
and that any vacancies in the Board may be filled by a majority
vote of the Board of Directors or by the shareholders. The
number of directors is currently fixed at eleven.
The Board of Directors recommends that the shareholders
provide for one additional directorship by fixing the total
number of authorized directors at twelve. This would give the
Board of Directors the flexibility of appointing one new director
during the year should a suitable candidate come to the attention
of the Board of Directors. Any such appointee would stand for
reelection by the shareholders at the annual meeting of
shareholders next following his appointment. Because the class
of directors whose term expires in 2002 has the fewest members,
any such appointee would ultimately be placed in that class. The
Board of Directors has not identified any person that it intends
to nominate to fill this vacancy.
The proposal to increase the size of the Board of Directors
from eleven to twelve directors will require the affirmative vote
of the holders of a majority of the votes cast with respect to
this matter at the Annual Meeting. Accordingly, while
abstentions and broker non-votes, if any, will count for purposes
of establishing a quorum with respect to this matter at the
Annual Meeting, neither abstentions nor broker non-votes will
have the effect of a negative vote with respect to this matter.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDER VOTE FOR
THE PROPOSAL TO INCREASE THE SIZE OF THE BOARD FROM ELEVEN TO
TWELVE DIRECTORS.
ELECTION OF DIRECTORS
The terms of three of the directors expire at the Annual
Meeting. It is intended that the persons named as proxies in the
accompanying form of proxy will vote to elect as a director each
of the three nominees listed below, each to serve until the third
annual meeting of shareholders following his election or until
his successor shall be elected and qualified to serve, and the
proxies may not be voted for more than three nominees. Each
nominee currently is a member of the Board of Directors.
Although the Board of Directors expects that each of the nominees
will be available for election, in the event a vacancy in the
slate of nominees is occasioned by death or other unexpected
occurrence, it is intended that shares represented by proxies in
the accompanying form will be voted for the election of a
substitute nominee selected by the persons named in the proxy.
Directors will be elected by a plurality of the votes cast.
Therefore, while votes withheld from director nominees (including
abstentions and broker non-votes) will be counted for purposes of
determining whether a quorum exists at the Annual Meeting, such
votes withheld will not have the effect of a negative vote with
respect to the election of directors. The Board of Directors
unanimously recommends that the shareholders vote to elect all of
the nominees as directors.
Set forth below is the name of each nominee for election to
the Board of Directors and each member of the Board of Directors
whose term will not expire at the Annual Meeting, as well as each
such person's age, his or her current principal occupation (which
has continued for at least the past five years unless otherwise
indicated) together with the name and principal business of the
company by which such person is employed, the period during which
such person has served as a director, all positions and offices
that such person holds with the Company and such person's
directorships in other companies with a class of securities
registered pursuant to Section 12 of the Exchange Act or subject
to the requirements of Section 15(d) of such Act or companies
registered as an investment company under the Investment Company
Act of 1940.
NOMINEES FOR TERMS EXPIRING IN 2002
Edwin B. Borden, Jr., age 64, is the President and Chief
Executive Officer of The Borden Manufacturing Company, a private
holding company. He has been a director of the Company since
1991 and also serves as a director of Carolina Power & Light
Company, Jefferson-Pilot Corporation, Triangle Bancorp, Inc. and
Winston Hotels, Inc.
R. Stuart Dickson, age 69, has been Chairman of the
Executive Committee of the Company since February 1994. Prior to
that time, he served as Chairman of the Board of the Company. He
has been a director of the Company since 1968 and also serves as
a director of Textron, Inc., First Union Corporation, United
Dominion Industries Limited and Dimon Incorporated.
Hugh L. McColl, Jr., age 63, is the Chief Executive Officer
of BankAmerica Corporation (formerly NationsBank Corporation), a
bank holding company. Mr. McColl also served as Chairman of the
Board of BankAmerica Corporation from 1983 until December 31,
1991, from December 31, 1992 until January 1997 and has served
in that capacity since October 1, 1998. He has been a director
of the Company since 1978 and also serves as a director of
BankAmerica Corporation and Sonoco Products Company.
CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2000
John R. Belk, age 39, has been President and Chief Operating
Officer of Belk Stores Services, Inc., retail merchants, since
February 1997 and served as Senior Vice President of Belk Stores
Services, Inc., from February 1992 to February 1997. He has been
a director of the Company since 1997 and also serves as a
director of ALLTEL Corporation.
Thomas W. Dickson, age 43, has been President of the Company
since February 1997. Before his election as President, he served
as Executive Vice President of the Company from February 1996 to
February 1997. Prior to that time, from February 1994 to
February 1996 he served as President of, and from February 1991
to February 1994 he served as Executive Vice President of,
American & Efird, Inc., a wholly owned subsidiary of the Company
engaged in the manufacture and distribution of sewing thread. He
has been a director of the Company since 1997.
James E. S. Hynes, age 58, is the Chairman of the Board of
Hynes Sales Co., Inc., a manufacturer's representative. He has
been a director of the Company since 1983 and also serves as a
director of North Carolina Natural Gas Corporation.
Harold C. Stowe, age 52, has been President and Chief
Executive Officer of Canal Industries, Inc., a forest products
company, since March 1997. Prior to that time, he served as
Co-President of Canal Industries, Inc. from 1996 until March 1997
and as Executive Vice President of CSI Group, Inc., an affiliated
company of Canal Industries, Inc., from 1990 through 1995. Mr.
Stowe has been a director of the Company since 1998.
CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2001
John W. Copeland, age 63, is the retired President of the
Company. He served as President from February 1994 to February
1997, and prior to that time, he served as President of American
& Efird, Inc. He has been a director of the Company since 1989
and also serves as a director of Public Service Company of North
Carolina, Inc.
Alan T. Dickson, age 67, has been Chairman of the Board of
the Company since February 1994. Prior to that time, he served
as President of the Company. He has been a director of the
Company since 1968 and also serves as a director of BankAmerica
Corporation, Lance, Inc., Sonoco Products Company and Bassett
Furniture Industries, Inc.
Roddey Dowd, Sr., age 66, is the Chairman of the Executive
Committee of Charlotte Pipe & Foundry Co., a manufacturing firm.
He has been a director of the Company since 1968 and also serves
as a director of First Union Corporation.
Anna Spangler Nelson, age 36, has been President of C.D.
Spangler Construction Co., a company involved in real estate and
investment activities, since 1997. She has been a director of
the Company since 1998 and has also served as a general partner
of the Wakefield Group, a venture capital company, since 1988.
Alan T. Dickson and R. Stuart Dickson are brothers, and
Thomas W. Dickson is the son of R. Stuart Dickson and the nephew
of Alan T. Dickson. No other director has a family relationship
with any other executive officer, director or nominee for
director of the Company as close as first cousin.
DIRECTORS' FEES AND ATTENDANCE
The Company compensates each director who is not an employee
of the Company or its subsidiaries in the amount of $12,000 per
year for services as a director, plus $1,000 for each Board of
Directors or committee meeting attended. Non-employee directors
of the Company may defer the payment of the annual fee and
regular board meeting fee to a future period pursuant to the
Company's Director Deferral Plan. The deferred fees are
converted into a number of shares of Common Stock with a fair
market value equal to the value of the retainer or fees deferred,
and the number of shares are then credited to the director's
account (along with the amount of any dividends or stock
distributions). The Company uses a non-qualified trust to
purchase and hold Common Stock to satisfy the Company's
obligation under the Director Deferral Plan, and the directors
are general creditors of the Company in the event the Company
becomes insolvent. Upon termination of service as a director or
in the event of death, shares of Common Stock or cash, in the
discretion of the Compensation and Special Stock Option Committee
of the Board of Directors (the "Compensation Committee") will be
distributed to the director or a designated beneficiary.
Under the Company's 1995 Comprehensive Stock Option Plan
(the "1995 Plan"), the Company automatically granted each
non-employee director at the time the 1995 Plan was adopted a
ten-year option to purchase 10,000 shares of Common Stock at an
exercise price per share equal to the fair market value of the
Common Stock on the date of grant of the option. In addition,
under the 1995 Plan, the Company automatically grants a ten-year
option to purchase 10,000 shares of Common Stock to each new non-
employee director upon his or her initial election as director.
These options are immediately vested, and the exercise price per
share of these options is equal to the fair market value of the
Common Stock on the date of the director's election. In
accordance with this 1995 Plan, the Company granted a ten-year
option to purchase 10,000 shares at an exercise price of $18.4688
per share to each of Ms. Anna Spangler Nelson and Mr. Harold C.
Stowe upon their election as directors on February 5, 1998.
In addition to the above compensation, the Company grants
additional stock options to its non-employee directors from time
to time. On November 20, 1997, each of John R. Belk, Edwin B.
Borden, Jr., John W. Copeland, Roddey Dowd, Sr., James E.S. Hynes
and Hugh L. McColl, Jr., constituting all of the non-employee
directors of the Company at that time, were granted options to
purchase 1,000 shares of Common Stock at an exercise price of
$20.2813 per share, the then fair market value of the Common
Stock, pursuant to the Company's 1997 Comprehensive Stock Option
and Award Plan. These options are immediately vested and expire
on November 20, 2007.
The Company also provides $100,000 of term life insurance
coverage for each such non-employee director.
The Board of Directors held five meetings during fiscal
1998. Each director attended at least 75% of the aggregate of
the total number of meetings of the Board of Directors and the
total number of meetings of all committees of the Board of
Directors of which he was a member held during fiscal 1998,
except for Hugh L. McColl, Jr., who attended 20% of such
meetings.
COMMITTEES OF THE BOARD
The Company's Board of Directors has the following standing
committees: (i) the Executive Committee, whose current members
are R. Stuart Dickson, Alan T. Dickson, Thomas W. Dickson, Roddey
Dowd, Sr. and Hugh L. McColl, Jr.; (ii) the Audit Committee,
whose current members are John R. Belk, John W. Copeland, Roddey
Dowd, Sr., Anna Spangler Nelson and Harold C. Stowe; (iii) the
Compensation Committee, whose current members are Edwin B.
Borden, Jr., James E. S. Hynes, Anna Spangler Nelson and Harold
C. Stowe; (iv) the Retirement Benefits Committee, whose current
members are John R. Belk, Edwin B. Borden, Jr., John W. Copeland
and James E.S. Hynes; and (v) the Nominating Committee, whose
current members are John R. Belk, Edwin B. Borden, Jr., James E.
S. Hynes and Hugh L. McColl, Jr. The Executive Committee did not
meet in fiscal 1998. The Audit Committee recommends independent
auditors for the Company and reviews its financial statements,
audit reports, internal financial controls and internal audit
procedures. The Audit Committee met three times during fiscal
1998. The Compensation Committee assesses the Company's overall
compensation programs and philosophies. Among other things, it
recommends to the Board of Directors for its approval the
salaries and incentive compensation for executive officers and
the incentive compensation for other holding company employees
and reviews the compensation and incentive compensation for
other employees of the Company's subsidiaries. In addition, the
Compensation Committee grants stock options pursuant to the
Company's stock option plans and awards units under the Long Term
Key Management Incentive Program and reports such actions to the
Board of Directors. The Compensation Committee met once during
fiscal 1998. See "Report of the Compensation and Special Stock
Option Committee." The Retirement Benefits Committee met once
during fiscal 1998. The Nominating Committee was established in
February 1998. The Nominating Committee has been created to
review, evaluate and recommend nominees for the Board of
Directors. The Company's Bylaws include provisions setting forth
specific conditions under which persons may be nominated as
directors of the Company at a meeting of shareholders. A copy of
such provision is available upon request to: Ruddick Corporation,
1800 Two First Union Center, Charlotte, North Carolina 28282,
Attention: Corporate Secretary. The Nominating Committee did not
meet during fiscal 1998.
BENEFICIAL OWNERSHIP OF COMPANY STOCK
The following table presents information regarding the
beneficial ownership of the Common Stock, within the meaning of
applicable securities regulations, of all current directors of
the Company and the executive officers named in the Summary
Compensation Table included herein, and of such directors and all
executive officers of the Company as a group, all as of October
31, 1998. Except as otherwise indicated, the persons named in
the table have sole voting and investment power over the shares
included in the table.
SHARES OF
COMMON STOCK
BENEFICIALLY PERCENT
NAME OWNED(1) OF CLASS
- ------------------------------- ------------ --------
John R. Belk.................... 12,406 (2) *
Edwin B. Borden, Jr............. 24,000 (3) *
Richard N. Brigden.............. 59,637 (4) *
John W. Copeland................ 51,401 (5) *
Alan T. Dickson................. 3,779,355 (6) 8.1%
R. Stuart Dickson............... 2,939,524 (7) 6.3%
Thomas W. Dickson............... 243,096 (8) *
Roddey Dowd, Sr................. 20,822 (3) *
James E. S. Hynes............... 54,014 (3) *
Fred A. Jackson................. 57,316 (9) *
Hugh L. McColl, Jr.............. 14,100 (3) *
Frederick J. Morganthall, II.... 27,058 (10) *
Anna Spangler Nelson............ 22,000 (11) *
Harold C. Stowe................. 10,000 (12) *
All directors and executive
officers as a group (14 persons) 5,347,815(13) 11.4%
___________
* Less than 1%
(1) The table includes shares allocated under the ESOP to
individual accounts of those named persons and group
members who participate in the ESOP, the voting of
which is directed by such named persons or group
members, as appropriate. The table does not include
any unallocated shares held by the ESOP, which are
voted by SunTrust Banks, Inc. in its sole discretion.
See Note 1 to "Principal Shareholders."
(2) Includes 11,000 shares that may be acquired upon the
exercise of stock options that are currently
exercisable, as to which such director would have sole
voting and investment power upon acquisition.
(3) Includes 12,000 shares that may be acquired upon the
exercise of stock options that are currently
exercisable, as to which such director would have sole
voting and investment power upon acquisition.
(4) Includes 40,526 shares owned of record and beneficially
by Mr. Brigden, as to which he has sole voting and
investment power; 12,711 shares allocated to his ESOP
account, as to which he has sole voting power, but no
investment power except under limited circumstances;
and 6,400 shares that may be acquired by him upon the
exercise of stock options that are currently
exercisable or become exercisable within sixty days of
October 31, 1998, as to which he would have sole voting
and investment power upon acquisition.
(5) Includes 46,232 shares owned of record and beneficially
by Mr. Copeland or a corporation of which he is sole
shareholder, as to which he has sole voting and
investment power; 3,001 shares owned by his adult
children, as to which he has sole voting and investment
power pursuant to a power of attorney; 1,168 shares
held of record by the Ann F. Copeland and John W.
Copeland Charitable Fund, Inc., as to which he has sole
voting and investment power; and 1,000 shares that may
be acquired upon the exercise of stock options that are
currently exercisable, as to which Mr. Copeland would
have sole voting and investment power upon acquisition.
(6) See Note 3 under "Principal Shareholders."
(7) See Note 4 under "Principal Shareholders."
(8) Includes 186,325 shares owned of record and
beneficially by Mr. Dickson, as to which he has sole
voting and investment power; 14,295 shares allocated to
his ESOP account, as to which he has sole voting power,
but no investment power except under limited
circumstances; 10,676 shares of Common Stock held as
custodian for his minor children, as to which he has
sole voting and investment power; and 31,800 shares
that may be acquired by him upon the exercise of stock
options that are currently exercisable or become
exercisable within sixty days of October 31, 1998, as
to which he would have sole voting and investment power
upon acquisition.
(9) Includes 18,568 shares owned of record by Mr. Jackson
jointly with his spouse, as to which he shares voting
and investment power; 16,348 shares allocated to his
ESOP account, as to which he has sole voting power, but
no investment power except under limited circumstances;
and 22,400 shares that may be acquired by him upon the
exercise of stock options that are currently
exercisable or become exercisable within sixty days of
October 31, 1998, as to which he would have sole voting
and investment power upon acquisition.
(10) Includes 7,915 shares owned of record and beneficially
by Mr. Morganthall, as to which he has sole voting and
investment power; 6,543 shares allocated to his ESOP
account, as to which he has sole voting power, but no
investment power except under limited circumstances;
and 12,600 shares that may be acquired by him upon the
exercise of stock options that are currently
exercisable or become exercisable with sixty days of
October 31, 1998, as to which he would have sole voting
and investment power upon acquisition.
(11) Includes 10,000 shares that may be acquired upon the
exercise of stock options that are currently
exercisable, as to which such director would have sole
voting and investment power upon acquisition; and
12,000 shares owned by a corporation with respect to
which Ms. Nelson has shared voting and investment power
and is deemed beneficial owner.
(12) Includes 10,000 shares that may be acquired upon the
exercise of stock options that are currently
exercisable, as to which such director would have sole
voting and investment power upon acquisition.
(13) Includes (i) 3,124,730 shares, including 153,200 that
may be acquired upon the exercise of stock options that
are currently exercisable or become exercisable within
sixty days of October 31, 1998, as to which such
persons have, or would have upon acquisition, sole
voting and investment power; (ii) 1,978,914 shares as
to which they have shared voting and investment power;
(iii) 217,011 shares allocated to their respective ESOP
accounts, as to which they have sole voting power, but
no investment power except under limited circumstances;
and (iv) 27,160 shares beneficially owned by spouses,
as to which such persons disclaim beneficial ownership.
EXECUTIVE COMPENSATION
COMPENSATION SUMMARY
The following table sets forth a summary of all compensation
paid to or accrued for each person who was an executive officer
of the Company at fiscal year end, and each person who served as
chief executive officer of the Company during such fiscal year,
in each case for services rendered in all capacities during the
periods indicated:
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
----------------------------------
OTHER
NAME AND FISCAL SALARY BONUS ANNUAL
PRINCIPAL POSITION YEAR ($) ($) COMPENSATION($)(1)
- -------------------- ------ -------- -------- ------------------
Alan T. Dickson 1998 $267,800 $117,296
Chairman of the 1997 267,800 140,863
Board and Director 1996 267,800 137,114
of the Company
R. Stuart Dickson 1998 267,800 117,296
Chairman of the 1997 267,800 140,863
Executive 1996 267,800 137,114
Committee and
Director of the
Company
Thomas W. Dickson 1998 290,000 127,020
President and 1997 260,417 136,979
Director of the 1996 208,000 84,877
Company
Richard N. Brigden 1998 280,800 102,492
Vice President -- 1997 270,000 118,260
Finance of the 1996 258,750 110,486
Company
Fred A. Jackson 1998 220,000 63,260
President of 1997 200,000 94,655
American & Efird, 1996 185,000 75,492
Inc.(2)(3)
Frederick J.
Morganthall, II 1998 230,000 47,150
President of Harris 1997 - -
Teeter, Inc. (2)(4) 1996 - -
LONG TERM COMPENSATION
-------------------------------
SECURITIES
RESTRICTED UNDERLYING
STOCK OPTIONS/ LTIP
NAME AND FISCAL AWARD(S) SARS PAYOUTS
PRINCIPAL POSITION YEAR ($) (#) ($)
- -------------------- ------ - ---------- ----------- -------
Alan T. Dickson 1998 $ $0 0
Chairman of the 1997 0 0
Board and Director 1996 0 0
of the Company
R. Stuart Dickson 1998 0 0
Chairman of the 1997 0 0
Executive 1996 0 0
Committee and
Director of the
Company
Thomas W. Dickson 1998 0 23,000
President and 1997 0 0
Director of the 1996 0 12,000
Company
Richard N. Brigden 1998 0 14,000
Vice President -- 1997 0 0
Finance of the 1996 0 6,000
Company
Fred A. Jackson 1998 0 10,000
President of 1997 0 12,000
American & Efird, 1996 0 8,000
Inc.(2)(3)
Frederick J.
Morganthall, II 1998 0 33,000
President of Harris 1997 - -
Teeter, Inc. (2)(4) 1996 - -
NAME AND FISCAL ALL OTHER
PRINCIPAL POSITION YEAR COMPENSATION($)
- -------------------- ------ -- ---------------
Alan T. Dickson 1998 18,710 (5)
Chairman of the 1997 20,205
Board and Director 1996 19,057
of the Company
R. Stuart Dickson 1998 27,210 (6)
Chairman of the 1997 28,859
Executive 1996 27,816
Committee and
Director of the
Company
Thomas W. Dickson 1998 [ ](7)
President and 1997 10,246
Director of the 1996 9,867
Company
Richard N. Brigden 1998 12,836 (8)
Vice President -- 1997 14,230
Finance of the 1996 14,118
Company
Fred A. Jackson 1998 [ ](9)
President of 1997 13,252
American & Efird, 1996 9,853
Inc.(2)(3)
Frederick J.
Morganthall, II 1998 [ ](10)
President of Harris 1997 -
Teeter, Inc. (2)(4) 1996 -
____________
(1) During fiscal 1998 the aggregate amount of perquisites
and other personal benefits and other non-cash
compensation not reported above for each named
executive officer did not exceed the lesser of $50,000
or 10% of the total amount reported above as annual
salary and bonus for such individual.
(2) American & Efird, Inc. and Harris Teeter, Inc. are
wholly owned subsidiaries of the Company.
(3) Mr. Jackson first became an executive officer of the
Company upon his election as President of American &
Efird, Inc., effective August 1996.
(4) Mr. Morganthall first became an executive officer of
the Company upon his election as President of Harris
Teeter, Inc., effective October 1997.
(5) Includes the value of certain premiums paid by the
Company in fiscal 1998 under a split-dollar life
insurance program in the amount of $12,225, and
contributions by the Company in fiscal 1998 to certain
defined contribution plans in the amount of $6,485.
(6) Includes the value of certain premiums paid by the
Company in fiscal 1998 under a split-dollar life
insurance program in the amount of $20,719, and
contributions by the Company in fiscal 1998 to certain
defined contribution plans in the amount of $6,491.
(7) Includes the value of certain premiums paid by the
Company in fiscal 1998 under two split-dollar life
insurance programs in the amount of $_______, and
contributions by the Company in fiscal 1998 to certain
defined contribution plans in the amount of $6,326.
(8) Includes the value of certain premiums paid by the
Company in fiscal 1998 under a split-dollar life
insurance program in the amount of $6,528, and
contributions by the Company in fiscal 1998 to certain
defined contribution plans in the amount of $6,308.
(9) Includes the value of certain premiums paid by the
Company in fiscal 1998 under two split-dollar life
insurance programs in the amount of $_______, and
contributions by the Company in fiscal 1998 to certain
defined contribution plans in the amount of $6,343.
(10) Includes the value of certain premiums paid by the
Company in fiscal 1998 under two split-dollar life
insurance programs in the amount of $_______, and
contributions by the Company in fiscal 1998 to certain
defined contribution plans in the amount of $6,290.
LONG TERM KEY MANAGEMENT INCENTIVE PROGRAM
The Company maintains the Long Term Key Management Incentive
Program (the "Incentive Program") for its top executives.
Pursuant to the Incentive Program, from time to time the
Compensation Committee may establish five-year periods (each, an
"Incentive Period") in which one or more of the executives may
participate. At the end of each year in an Incentive Period,
units may be awarded by the Compensation Committee to the
executives participating in such Incentive Period based primarily
upon the relative success of each participant in achieving
certain financial objectives in each such year. The maximum
number of units a participant may receive in a year is one unit
for each $10,000 of the participant's annual cash compensation
(salary plus incentive compensation). If the maximum amount of
units available is not awarded to a participant in one year, in
the discretion of the Compensation Committee, the units may be
awarded in a subsequent year. In addition, also in the
discretion of the Compensation Committee, units awarded in a
previous year during the Incentive Period may be reduced. A
participant whose employment terminates during an Incentive
Period will forfeit any units previously awarded, in the
discretion of the Compensation Committee. The units have no
particular dollar or share value during the Incentive Period.
Also at the end of each year in an Incentive Period, the
Company may make a dollar contribution to a pool (the "Incentive
Pool") established for such Incentive Period, based upon that
year's return on beginning shareholders' equity. No
contributions may be made, however, unless the Company achieves a
minimum return on shareholders' equity for such year, as set by
the Compensation Committee at the beginning of each Incentive
Period. Funds, if any, held in an Incentive Pool are used to
purchase shares of Common Stock at market price, and dividends
paid with respect to such shares are invested in additional
shares to be held in the Incentive Pool. The shares of Common
Stock remain in the Incentive Pool for the duration of the
Incentive Period, at which time they are allocated to a separate
account for each participant, based on the proportionate number
of units held by each participant at the end of such Incentive
Period. If a change in control of the Company occurs during the
Incentive Period, shares will be allocated at that time, based on
the units previously awarded. Once allocated, shares vest and
generally are distributed at the earlier to occur of (i) 20% per
year over five years, but not beginning before the participant is
55 years old or (ii) termination of employment due to death or
disability. If a participant retires during the vesting period,
the value of any unvested shares will be paid in cash, in the
discretion of the Compensation Committee. A participant whose
employment terminates for any reason other than retirement,
disability or death prior to receiving full distribution of
shares will forfeit any remaining shares in the discretion of the
Compensation Committee. Once the shares of Common Stock are
allocated to a participant's account, the participant may vote
and receive dividends with respect to such shares, but may not
sell or otherwise transfer such shares until they have vested and
been distributed to the participant.
The Company established an Incentive Period of 1990-1995
pursuant to the Incentive Program. With respect to this Incentive
Period, on September 29, 1995, the Company awarded 5,434, 5,434,
and 4,778 shares of restricted common stock to Alan T. Dickson,
R. Stuart Dickson and Richard N. Brigden, respectively. Such
shares vest upon the earlier to occur of (i) 20% per year over
five years (beginning with fiscal year end 1995), but not beginning
before the participant is 55 years old, or (ii) termination of employment
due to death or disability. Such persons shall receive dividends, and
may vote, with respect to all shares of restricted stock held for
the account of such persons. At fiscal 1998 year end, the
number of shares of restricted common stock and the corresponding
values (based on the closing price of the Company's Common Stock on
the New York Stock Exchange on September 25, 1998 of $16.8125) held
by each of the persons listed in the Summary Compensation Table who
are participants in the Incentive Program were as follows: Alan T. Dickson
- 3,258 shares ($54,775); R. Stuart Dickson - 3,258 shares ($54,775);
and Richard N. Brigden - 2,864 shares ($48,151). These share amounts
and dollar values represent the vesting of 60% of the restricted shares
granted during fiscal 1995, pursuant to the Incentive Program, to each of
the listed individuals. The Company has also established an Incentive
Period of 1995-1999.
PENSION PLANS
The Company provides certain retirement benefits for each of
the executives included in the Summary Compensation Table
pursuant to the Ruddick Supplemental Executive Retirement Plan
(the "SERP"), the Ruddick Corporation Employees' Pension Plan
(the "Pension Plan") and Social Security. The following table
shows the estimated annual benefits generally payable at normal
retirement to an executive who participates in the SERP and the
Pension Plan, in specified average compensation and years of
service classifications.
PENSION PLAN TABLE(1)
ANNUAL BENEFIT UPON RETIREMENT
FINAL WITH YEARS OF SERVICE INDICATED(2)
AVERAGE -----------------------------------------------------
EARNINGS 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- -------- -------- -------- -------- -------- -------- --------
$125,000 $34,375 $51,563 $68,750 $68,750 $68,750 $68,750
150,000 41,250 61,875 82,500 82,500 82,500 82,500
175,000 48,125 72,188 96,250 96,250 96,250 96,250
200,000 55,000 82,500 110,000 110,000 110,000 110,000
225,000 61,875 92,813 123,750 123,750 123,750 123,750
250,000 68,750 103,125 137,500 137,500 137,500 137,500
300,000 82,500 123,750 165,000 165,000 165,000 165,000
400,000 110,000 165,000 220,000 220,000 220,000 220,000
450,000 123,750 185,625 247,500 247,500 247,500 247,500
500,000 137,500 206,250 275,000 275,000 275,000 275,000
__________
(1) The table sets forth the combined benefits payable under the
SERP, the Pension Plan and Social Security.
(2) The retirement benefits payable to Messrs. R. Stuart Dickson
and Alan T. Dickson would be approximately 9% larger than
the amounts shown in the table as a result of these participants
being entitled to SERP benefits equal to 60% of their final
average earnings as opposed to the 55% received by other participants
and reflected in the table.
"Final average earnings" is the average of the participant's
highest annual compensation in any three of the participant's
last ten years of employment by the Company or a participating
subsidiary. The annual compensation considered in any given year
to determine the "final average earnings" of a participant
consists of amounts that typically would be included in the
Salary and Bonus columns of the Summary Compensation Table. The
table above describes annual benefits beginning at normal
retirement, assuming payment in the form of a joint and 75%
survivor annuity for SERP and Pension Plan amounts. For purposes
of this table, "normal retirement" means retirement at age 60. A
participant who retires prior to normal retirement and after
attaining age 55 with 10 years of service will be entitled to
reduced benefits, if payment of such benefits commences prior to
age 60.
Final average earnings for purposes of computing benefits,
and age and estimated credited years of service as of the fiscal
1998 year-end, for each of the executive officers included in the
Summary Compensation Table were as follows: $401,972, age 67 and
45 years for Alan T. Dickson; $401,972, age 69 and 46 years for
R. Stuart Dickson; $369,098, age 43 and 18 years for Thomas W.
Dickson; $380,263, age 59 and 15 years for Richard N. Brigden;
$279,469, age 48 and 21 years for Fred A. Jackson; and $245,822,
age 47 and 12 years for Frederick J. Morganthall, II.
STOCK OPTION PLANS
The following table sets forth information regarding options
granted to the executive officers named in the Summary
Compensation Table during fiscal 1998. No free-standing stock
appreciation rights ("SARs") were granted to executive officers
during such year.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
- -----------------------------------------------------------------
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS/
UNDERLYING SARS GRANTED EXERCISE
OPTIONS/SARS TO EMPLOYEES OR BASE
GRANTED IN FISCAL PRICE EXPIRATION
NAME (#) (1) YEAR(2) ($/SH) DATE
- ----------------- ------------ -------------- -------- ----------
Thomas W. Dickson 7,900 1.3% $19.3125 11-19-04
15,100 2.5% $19.3125 11-19-07
Richard N. Brigden 14,000 2.3% $19.3125 11-19-04
Fred A. Jackson 6,925 1.1% $19.3125 11-19-04
3,075 0.5% $19.3125 11-19-07
Frederick J.
Morganthall, II 14,000 2.3% $19.3125 11-19-04
19,000 3.1% $19.3125 11-19-07
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
OF STOCK PRICE
APPRECIATION FOR
OPTION TERM(3)
---------------------------
5% 10%
NAME ($) ($)
- ----------------- - ------------ -------------
Thomas W. Dickson $ 62,074.25 $144,708.25
$183,427.25 $464,740.25
Richard N. Brigden $110,005.00 $256,445.00
Fred A. Jackson $54,413.19 $126,848.69
$37,353.56 $94,640.81
Frederick J.
Morganthall, II $110,005.00 $256,445.00
$230,802.50 $584,772.50
__________
(1) Represents the number of shares covered by options granted
to the named executives on November 19, 1997 pursuant to the
Company's 1995 Comprehensive Stock Option Plan. Such
options have an exercise price equal to 100% of fair market
value of such shares on the date of grant. All such options
vest at the rate of 20% per year over five years, based on
the date of grant. Vesting of such options may be
accelerated in certain circumstances involving a change in
control of the Company. Furthermore, the number of shares
subject to option will be appropriately adjusted in the
event of a stock dividend or reclassification or in the
event of certain mergers or consolidations involving the
Company. Options expire if the employment of the optionee
is terminated for any reason other than death, disability,
retirement with the consent of the Company or termination
without cause by the Company.
(2) Based upon options to purchase 608,000 shares granted to all
employees during fiscal 1998.
(3) The amounts represent assumed rates of appreciation in the
price of Common Stock during the terms of the options in
accordance with rates specified in applicable federal
securities regulations. Actual gains, if any, on stock
option exercises will depend on the actual future price of
the Common Stock. The 5% rate of appreciation of the
$19.3125 exercise price over the seven and ten year option
terms is $27.17 and $31.46, respectively. The 10% rate of
appreciation of the $19.3125 exercise price over the seven
and ten year option terms is $37.63 and $50.09,
respectively. There is no representation that the rates of
appreciation reflected in this table will be achieved.
The following table sets forth information regarding options
exercised during fiscal 1998 by the executive officers named in
the Summary Compensation Table and the value of each such
executive officer's unexercised stock options held at fiscal year
end.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL
YEAR-END OPTION/SAR VALUES
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
SHARES OPTIONS/SARS AT
ACQUIRED ON FY-END (#)
EXERCISE VALUE REALIZED (EXERCISABLE/
NAME (#) ($) UNEXERCISABLE)
- ------------------- ----------- -------------- --------------
Thomas W. Dickson.. - - 22,400/32,600
Richard N. Brigden. - - 2,400/17,600
Fred A. Jackson.... - - 14,400/26,400
Frederick J.
Morganthall, II.. - - 3,800/40,200
VALUE OF
UNEXERCISED IN-
THE-MONEY
OPTIONS/SARS AT
FY-END ($)(1)
(EXERCISABLE/
NAME UNEXERCISABLE)
- ------------------- ----------------
Thomas W. Dickson.. $139,560/51,825
Richard N. Brigden. 12,900/19,350
Fred A. Jackson.... 75,326/69,737
Frederick J.
Morganthall, II.. 19,263/34,050
__________
(1) Based on the closing price of the Company's Common Stock on
the New York Stock Exchange on September 25, 1998 of
$16.8125.
REPORT OF THE COMPENSATION AND
SPECIAL STOCK OPTION COMMITTEE
The Compensation and Special Stock Option Committee of the
Board of Directors is responsible for setting the remuneration
levels for executives of the Company and for overseeing the
Company's various executive compensation plans and the overall
management compensation program. Periodically, the Compensation
Committee obtains independent and impartial advice from external
compensation consulting firms in executing its responsibilities.
The Compensation Committee, currently composed of the four
outside directors listed below, met one time during fiscal 1998.
GENERAL EXECUTIVE COMPENSATION PHILOSOPHY
A primary objective of the Company's executive compensation
program is to enhance the shareholder value in the Company. To
help achieve this objective, the Company's executive compensation
program is designed both to attract and retain the most qualified
executives by creating competitive compensation packages and to
motivate the Company's executives to produce strong financial
performance by tying corporate and individual performance to
compensation levels. The Company's executive compensation
package consists generally of annual base salary and incentive
compensation, as well as long term incentive compensation and
stock options.
ANNUAL COMPENSATION. The Company's annual compensation for
its executives consists of base salary and incentive
compensation. As a starting point for determining the total
annual compensation levels for executives, the Compensation
Committee considers the annual compensation packages of companies
that the Company considers to be its competitors. These
competitor companies typically consist of (i) companies that
operate in the specific industries in which the Company's
subsidiaries operate, (ii) regional companies that are comparable
in size to the Company, and (iii) other companies (including
companies for which the Company's directors serve as directors)
with which the Company believes it competes for its top
executives. Such competitor companies include some, but not all,
of the companies in the Standard & Poor's ("S&P") Retail Stores -
Food Chains Index and the S&P Textile - Apparel Manufacturer
Index used in preparing the graph included herein. In addition,
these competitor companies may include companies that are not
included in any of the indices represented in such graph.
The total annual compensation levels of the respective
executives are also designed to reflect the varying duties and
responsibilities of each executive's position with the Company or
a subsidiary, as appropriate, with consideration given to the
relative size and complexity of each business unit, as well as
the unit's relative contribution to the consolidated financial
condition and results of operation of the Company. As a general
rule, the total annual compensation of executives employed by the
holding company is somewhat higher than the salaries of the other
executives, primarily due to the higher responsibilities of the
holding company executives for the Company's total performance.
Base salary typically is determined by the Compensation
Committee within base salary ranges determined as described
above. Annual incentive compensation is provided through a bonus
plan that the Company maintains for all salaried personnel. The
bonus plan directly links incentive pay to achievement of
predetermined, objective performance goals. For an executive
employed directly by the holding company, incentive pay is based
on return on beginning shareholders' equity. For an executive
employed by an operating subsidiary, incentive pay is based on
pre-tax earnings, as adjusted for that subsidiary, as a
percentage of beginning capital employed. If the Company or a
subsidiary, as applicable, achieves the predetermined minimum
goals, executives are paid a predetermined percentage of base
compensation as incentive. The percentage of base compensation
payable as incentive compensation increases proportionally until
a maximum performance goal, also predetermined, is achieved with
respect to the applicable measure of performance.
Generally, the total annual compensation paid to the
Company's executives is equal to or lower than the median of the
range of total annual compensation provided by the competitor
companies, for both the Chief Executive Officer and the remaining
executive officers.
LONG TERM INCENTIVE COMPENSATION. The Company provides long
term incentive compensation to its executives through the
Incentive Program and through the grant of options pursuant to
its various stock option plans. Each of these programs is
designed to reward executives with equity ownership in the
Company or, in some cases, the comparable value of shares of
Common Stock. The Compensation Committee believes that equity-
based compensation provides incentive for executives to enhance
long term financial performance of, and therefore shareholder
value in, the Company.
INCENTIVE PROGRAM. The Incentive Program is designed to
motivate executives to achieve both superior personal performance
and enhanced corporate performance. The ultimate value to
participating executives is directly based on the number of
shares of Common Stock held in an Incentive Pool at the end of an
Incentive Period. As previously described, contributions to an
Incentive Pool are based on annual return on beginning
shareholders' equity. If a minimum return is not achieved in a
given year, no contributions are made by the Company to the
Incentive Pool for the purchase of Common Stock. During the past
fiscal year, the Company did not achieve the minimum return on
beginning shareholders' equity, and no contributions were made to
the Incentive Pools established under either of the two Incentive
Periods in effect for such year.
The grant of units to a participating executive in any given
year in an Incentive Period generally is based on subjective,
individual performance criteria such as management development
and personnel training, as well as progress toward a mutual set
of goals relating to quality, service and customer satisfaction
and other subjective factors. The Compensation Committee also
considers specific quantifiable objectives for each participant
(based on return on beginning shareholders' equity for holding
company executives and on pre-tax income, adjusted for an
applicable subsidiary, to capital employed for subsidiary
executives). Units may be awarded, in the discretion of the
Compensation Committee, to a participant who achieves
satisfactory subjective criteria, even if specific quantifiable
goals are not satisfied, and vice versa. Units granted to
executive officers with respect to fiscal 1998 performance,
expressed as a percentage of maximum potential units for a
participant, ranged from 0% to 60%.
STOCK OPTIONS. Options comprise the final component of core
compensation of executives. The Compensation Committee
administers the Company's various stock option plans, including
the determination of the employees to whom options are granted,
the terms on which such options are granted and the number of
shares subject to such options. In general, criteria to
determine which key employees are eligible to participate in the
stock option plans include the duties of the respective
employees, their present and potential contributions to the
success of the Company or its subsidiaries and the anticipated
number of years of effective service remaining.
During fiscal 1998, the Compensation Committee granted
options to a number of employees, including certain executives,
based primarily on criteria such as length of employment with the
Company or its subsidiaries, new employment and promotions. The
Compensation Committee also considers the number of options
previously granted to employees when it determines new option
grants.
OTHER COMPENSATION. In addition to the above forms of
compensation, the Company also maintains a split dollar life
insurance program for its executive officers and certain other
key employees of the Company or its subsidiaries. In addition,
the Company maintains the SERP, in which executives are entitled
to participate in the discretion of its administrative committee,
and the Pension Plan, the ESOP, the Ruddick Savings Plan and the
Ruddick Deferred Compensation Plan, in which executives are
entitled to participate upon satisfaction of the eligibility
requirements set forth in the respective plans.
COMPENSATION FOR THOMAS W. DICKSON
The general philosophy and policies of the Compensation
Committee described above are equally applicable to the
compensation recommendations made with respect to Thomas W.
Dickson, the Chief Executive Officer of the Company.
The overall level of annual compensation in fiscal 1998 for
Mr. Dickson generally was determined based on the process
described above in "Annual Compensation." The increase in the
base salary paid to Mr. Dickson in fiscal 1998 reflects primarily
a cost of living adjustment.
Fiscal 1998 annual incentive compensation under the bonus
plan for Mr. Dickson was determined based on return on beginning
shareholders' equity. Pursuant to this formula, if a
predetermined minimum return is achieved in a given year, Mr.
Dickson is entitled to incentive compensation equal to 30% of his
base compensation. The percentage of base compensation payable as
incentive compensation increases proportionally until a
predetermined maximum return is achieved, where a maximum of 120%
of his base compensation will be paid as incentive compensation.
Mr. Dickson's annual incentive compensation for fiscal 1998
was less than his incentive compensation for fiscal 1997 which reflects
the slight decrease in the Company's earnings during fiscal 1998
as compared to the prior year.
Mr. Dickson currently participates in the Incentive Period
established under the Incentive Program for fiscal years
1995-1999. Based on fiscal 1998 performance, the Compensation
Committee granted 60% of the units available to be granted to Mr.
Dickson. This grant was based primarily on the Committee's
evaluation of his levels of achievement of personal performance
objectives and corporate operating results during fiscal 1998.
SUBMITTED BY THE COMPENSATION AND SPECIAL STOCK OPTION COMMITTEE
Edwin B. Borden, Jr. James E.S. Hynes
Anna Spangler Nelson Harold C. Stowe
COMPARISON OF TOTAL CUMULATIVE SHAREHOLDER RETURN
FOR FIVE-YEAR PERIOD ENDING SEPTEMBER 30, 1998
The following graph presents a comparison of the yearly
percentage change in the Company's cumulative total shareholders'
return on the Company's Common Stock with the (i) Standard &
Poor's 500 Index, (ii) Standard & Poor's Midcap 400 Index, (iii)
Standard & Poor's Retail Stores -- Food Chains Index, and (iv)
Standard & Poor's Textile -- Apparel Manufacturer Index for the
five year period ended September 30, 1998.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG RUDDICK CORPORATION AND CERTAIN INDICES**
S&P S&P
S&P RETAIL TEXTILE
MEASUREMENT RUDDICK MIDCAP STORES APPAREL
PERIOD CORP. S&P 500 400 FOOD CHAIN MFG.
- ----------- ------- ------- ------ ---------- --------
9/30/93 100.00 100.00 100.00 100.00 100.00
9/30/94 94.22 103.69 101.60 109.56 109.85
9/30/95 136.43 134.53 127.78 134.19 106.92
9/30/96 141.91 161.89 145.67 169.01 145.17
9/30/97 169.97 227.37 202.63 181.00 157.61
9/30/98 182.30 247.93 182.40 272.51 106.96
* $100 invested on 09/30/93 in stock or index -- including
reinvestment of dividends.
** The Company utilizes two indices, rather than a single
index, for its peer group comparison: Standard & Poor's
Retail Stores -- Food Chains Index and Standard & Poor's
Textile -- Apparel Manufacturer Index. The Company believes
that the separate presentation of these indices more
accurately corresponds to the Company's primary lines of
business.
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
It is the practice of the Board of Directors to select
independent public accountants for the Company for the current
fiscal year at the annual meeting of the Board of Directors,
which normally follows the annual meeting of shareholders. A
representative of Arthur Andersen LLP, the Company's principal
accountants for the fiscal year ended September 27, 1998, is
expected to attend the Annual Meeting and will have an
opportunity to make a statement, if he wishes to do so, and to
respond to questions from shareholders.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16 of the Exchange Act requires the Company's
directors and executive officers to file reports with the
Securities and Exchange Commission indicating their holdings of
and transactions in the Company's equity securities and to
provide copies of such reports to the Company. To the Company's
knowledge, based solely on a review of such copies or written
representations relating thereto, insiders of the Company
complied with all filing requirements.
SHAREHOLDER PROPOSALS
The deadline for submission of shareholder proposals
pursuant to Rule 14a-8 under the Exchange Act for inclusion in
the Company's proxy statement for its 2000 annual meeting of
shareholders is August ___, 1999. Any shareholder proposal to be
submitted at the 2000 annual meeting of shareholders (but not
required to be included in the Company's proxy statement),
including nominations for election to the Board of Directors,
must also comply with Article III, Section 12 of the Company's
Bylaws, which requires that a shareholder give written notice to
the Company not later than the 45th day prior to the first
anniversary of the date the Company first mailed its proxy
materials for the preceding years annual meeting of shareholders.
Shareholder proposals submitted at the 2000 annual meeting of
shareholders (but not required to be included in the Company's
proxy statement) will not be considered timely unless the notice
required by the Bylaws is delivered to the Secretary of the
Company not later than November ___, 1999.
ANNUAL REPORT
The Annual Report of the Company for the year ended
September 27, 1998, including financial statements, accompanies
this Proxy Statement.
OTHER MATTERS
The Board of Directors knows of no other business that will
be presented for consideration at the Annual Meeting. However,
if other matters are properly presented at the Annual Meeting, it
is the intention of the proxy holders named in the accompanying
form of proxy to vote the proxies in accordance with their best
judgment.
By Order of the Board of Directors
Suzanne H. McBrayer
SECRETARY
December ___, 1998
Appendix A
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
RUDDICK CORPORATION
ANNUAL MEETING, FEBRUARY 18, 1999
KNOW ALL MEN BY THESE PRESENTS, that the undersigned shareholder
of Ruddick Corporation, a North Carolina corporation, hereby
constitutes and appoints Alan T. Dickson, R. Stuart Dickson, and
Roddey Dowd, Sr., and each of them, attorneys and proxies, with
full power of substitution, to act for and on behalf of the
undersigned to vote all shares of Ruddick Corporation Common
Stock that the undersigned is entitled to vote at the Annual
Meeting of Shareholders to be held in the Auditorium, 12th Floor,
Two First Union Center, Third and College Streets, Charlotte,
North Carolina on Thursday, February 18, 1999, at 10:00 A.M.,
E.S.T. and any adjournment or adjournments thereof, as set forth
on the reverse side.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION
IS MADE THIS PROXY WILL BE VOTED IN FAVOR OF PROPOSALS 1 AND 2
AND IN THE DISCRETION OF THE PROXY HOLDERS ON ANY OTHER BUSINESS
THAT PROPERLY COMES BEFORE THE MEETING.
The undersigned hereby acknowledges receipt of the Notice of
Annual Meeting of Shareholders, dated December __, 1998, and the
Proxy Statement furnished therewith.
PLEASE VOTE, DATE AND SIGN ON REVERSE, AND
RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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[X] PLEASE MARK VOTES AS IN THIS EXAMPLE.
RUDDICK CORPORATION
Mark box at right if an address change or comment has been noted
on the reverse side of this card. [ ]
RECORD DATE SHARES:
Please be sure to sign and
date this Proxy. Date
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Shareholder sign here Co-owner sign here
1. Approval to increase the size of the Board of Directors from
eleven to twelve directors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. Election of the following three nominees as Directors for
terms expiring in 2002.
Edwin B. Borden, Jr. R. Stuart Dickson Hugh L. McColl, Jr.
For All Nominees Withhold For All Except
[ ] [ ] [ ]
NOTE: If you do not wish your shares voted "For" a
particular nominee, mark the "For All Except" box and strike
a line through the name(s) of the nominee(s). Your shares
will be voted for the remaining nominee(s).
3. In acting upon any other business which may properly be
brought before said meeting or any adjournment thereof.
Please sign exactly as your name(s) appear(s) on the stock
certificate, as printed on this proxy card. Joint owners should
each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one
name appears, a majority must sign. If a corporation or a
partnership, this signature should be that of an authorized
officer or partner who should state his or her title.
DETACH CARD DETACH CARD
